SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Orogen Viper LLC (Last) (First) (Middle) C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/03/2017	3. Issuer Name and Ticker or Trading Symbol VIRTUSA CORP [ VRTU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
3.875% Series A Convertible Preferred Stock(2)	05/03/2017(3)	05/03/2024(3)	CommonStock	1,944,444.6(3)	$36	I	See Footnote(1)
3.875% Series A-1 Convertible Preferred Stock(2)	05/03/2017(3)	05/03/2024(3)	Common Stock	1,055,555.64(3)	$36	I	See Footnote(1)

1. Name and Address of Reporting Person* Orogen Viper LLC (Last) (First) (Middle) C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Orogen Group LLC (Last) (First) (Middle) C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Orogen Holdings LLC (Last) (First) (Middle) C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PANDIT VIKRAM S (Last) (First) (Middle) C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atairos-Orogen Holdings, LLC (Last) (First) (Middle) C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD (Street) BRYN MAWR PA 19010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atairos Group, Inc. (Last) (First) (Middle) C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD (Street) BRYN MAWR PA 19010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atairos Partners, L.P. (Last) (First) (Middle) C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD (Street) BRYN MAWR PA 19010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atairos Partners GP, Inc. (Last) (First) (Middle) C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD (Street) BRYN MAWR PA 19010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Angelakis Michael J (Last) (First) (Middle) C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD (Street) BRYN MAWR PA 19010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Orogen Viper LLC ("OV") directly owns the reported securities. The Orogen Group LLC ("Orogen") is the sole member of OV and Vikram S. Pandit ("Mr. Pandit") is the Chairman and Chief Executive Officer of Orogen and serves on the board of directors of Virtusa Corporation (the "Issuer"). Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of Orogen. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos. Each of the Reporting Persons may be deemed to have beneficial ownership of the reported securities but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

2. Upon the expiration of any waiting period under The Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to OV's acquisition of the reported securities, all shares of the 3.875% Series A-1 Convertible Preferred Stock (the "Series A-1 Preferred"), then issued and outstanding shall immediately and automatically convert on a one for one basis to shares of 3.875% Series A Convertible Preferred Stock (together with the Series A-1 Preferred, the "Convertible Preferred Stock").

3. The reported securities are convertible by the reporting persons into shares of Common Stock of the issuer ("Common Stock") at an initial conversion rate of 27.77778 shares of Common Stock per share of Convertible Preferred Stock (which represents an initial conversion price of approximately $36.00 per share), subject to certain adjustments pursuant to the terms of the Certificates of the Powers, Designations, Preferences and Rights of the Series A Preferred Stock and the Series A-1 Preferred Stock, each as filed by the Company with the Secretary of State of the State of Delaware on May 3, 2017 (together, the "Certificates of Designations"). The initial conversion rate is subject to adjustment from time to time in accordance with the terms of the Certificates of Designations. The Issuer will be required to repurchase any shares of the Convertible Preferred Stock outstanding on May 2, 2024, pursuant to the terms of the Certificates of Designations.

	By: OROGEN VIPER LLC, by THE OROGEN GROUP LLC, its sole member, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer	05/05/2017
	By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer	05/05/2017
	By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager	05/05/2017
	By: /s/ VIKRAM S. PANDIT	05/05/2017
	By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President	05/05/2017
	By: ATAIROS GROUP, INC, by /s/ David L. Caplan, Vice President and General Counsel	05/05/2017
	By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President	05/05/2017
	By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President	05/05/2017
	By: /s/ MICHAEL J. ANGELAKIS	05/05/2017
	** Signature of Reporting Person	Date
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